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0001811074
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2025-08-26
2025-08-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 26, 2025
Texas
Pacific Land Corporation
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
1-39804 |
75-0279735 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
| 1700 Pacific Avenue, Suite 2900, |
|
|
| Dallas, Texas |
|
75201 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 214-969-5530
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common Stock, par value $0.01 per share
|
|
TPL |
|
New York Stock Exchange
NYSE Texas |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 26, 2025, Eric L. Oliver, a member of the Board of Directors (the “Board”) of Texas Pacific Land Corporation
(the “Company”), notified the Company of his decision to not stand for reelection to the Board at the Company’s
2025 annual meeting of stockholders (the “Annual Meeting”). Mr. Oliver will continue to serve as a director
until the Annual Meeting. Mr. Oliver’s decision to not stand for reelection at the Annual Meeting is not as a result of any disagreement
with the Company or the Board on any matter relating to the Company’s operations, policies or practices, or any other matter.
The
Board thanks Mr. Oliver for his service and the numerous contributions he has made to the Company. In connection with Mr. Oliver’s
decision to not stand for reelection at the Annual Meeting, the Board determined to (i) remove Mr. Oliver as a nominee for election to
the Board at the Annual Meeting and (ii) decrease the number of directors on the Board from ten (10) to nine (9), effective as of the
Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
Texas Pacific Land Corporation |
| |
|
|
| |
|
|
| Date: August 27, 2025 |
By: |
/s/ Micheal W. Dobbs |
| |
Name: |
Micheal W. Dobbs |
| |
Title: |
SVP, General Counsel and Secretary |
